The Companies (Forms Amendment No. 2 and Company’s Type and Principal Business Activities) Regulations 1990

Made: 20th August 1990

The Secretary of State, in exercise of the powers conferred on him by the enactments specified in Schedule 1 to these Regulations, hereby makes the following Regulations:

1

These Regulations may be cited as the Companies (Forms Amendment No. 2 and Company’s Type and Principal Business Activities) Regulations 1990.

2

In these Regulations—

• “the 1985 Act” means the Companies Act 1985[^f00001];

• “the 1989 Act” means the Companies Act 1989[^f00002];

• “the 1985 Regulations” means the Companies (Forms) Regulations 1985[^f00003];

• “the VAT Trade Classification” means the edition published by Her Majesty’s Stationery Office in August 1981 of the publication of that name prepared by Her Majesty’s Customs and Excise;[^f00004]

• a reference to an “old section” is a reference to a section of the 1985 Act before its repeal by the 1989 Act;

• a reference to a “new section” is a reference to a section of the 1985 Act following its substitution by the 1989 Act; and

• “company” includes any body corporate to which new sections 363 to 365 are applied by an enactment.

3

• (1) With effect from 1st October 1990 forms 10, 288 and 691 in Schedule 2 to these Regulations, with such variations as circumstances require, are forms prescribed for the purposes of sections 10(2), 288(2) and 691(1)(b) of the 1985 Act respectively.

• (2) With effect from 1st October 1990 the particulars contained in form 692(1)(b) in Schedule 2 to these Regulations are the particulars prescribed for the purposes of section 692(1)(b) of the 1985 Act, and with effect from that date form 692(1)(b) is deleted from Schedule 3 to the 1985 Regulations and the reference to that form in Part I of Schedule 4 to those Regulations is revoked.

• (3) With effect from 1st January 1991 forms 10, 288 and 691 in Schedule 3 to the 1985 Regulations are revoked.

4

• (1) Subject to paragraph (4), with effect from 1st October 1990 forms 363a, 363b and 363s in Schedule 2 to these Regulations, with such variations as circumstances require, are the forms prescribed for the purposes of new section 363(2).

• (2) Subject to paragraph (4), forms 363b and 363s in Schedule 2 to these Regulations are forms prescribed for the purposes of new section 287(3).

• (3) Subject to paragraph (4), form 363s in Schedule 2 to these Regulations is a form prescribed for the purposes of section 288(2) of the 1985 Act, except for the purpose of notifying the appointment of a new director or secretary.

• (4) Forms 363b and 363s in Schedule 2 to these Regulations are prescribed only where such a form has been delivered to a company by the registrar of companies for the purposes of an annual return by that company.

• (5) With effect from 1st October 1990 a form 288 prescribed by these Regulations if annexed to a return in form 363s in Schedule 2 to these Regulations is a prescribed form for the purposes of new section 363(2) to the extent that it gives information required by new section 364(1)(d) to (f).

• (6) With effect from 1st October 1990 form 363 in Schedule 3 to the 1985 Regulations is revoked except for the purposes of old sections 363(2) and 364(1) as continued in force by the Companies Act 1989 (Commencement No. 7 and Transitional and Saving Provisions) Order 1990[^f00005], and except for the purposes of section 139(2) of the 1989 Act.

5

• (1) With effect from 1st October 1990 the classification scheme set out in Part I of Schedule 3 to these Regulations is prescribed for the purposes of new section 364(2).

• (2) With effect from 1st October 1990 the VAT Trade Classification, with the addition of the codes set out in Part II of Schedule 3 to these Regulations, is prescribed for the purposes of new section 364(3).

SCHEDULE 1

The Companies Act 1985, section 10(2), section 287(3) (as substituted by section 136 of the Companies Act 1989), section 288(2), sections 363(2) and 364(2) and (3) (as substituted by section 139 of the Companies Act 1989), and sections 691(1)(b), 692(1)(b) and 744.

SCHEDULE 2

SCHEDULE 3

PART I — classification scheme

PART II — codes added to vat trade classification

Signed

D E Durham — A Grade 4 Officer in the — Department of Trade and Industry — 20th August 1990

Explanatory note

(This note is not part of the Regulations)

These Regulations prescribe new forms 10, 288 and 691 as from 1st October 1990, and prescribe new particulars for the purposes of section 692(1)(b) of the Companies Act 1985 as from the same date. This is done to give effect to the requirements to give directors' dates of birth for certain purposes introduced by the Companies Act 1989. The old forms 10, 288 and 691 are revoked as from 1st January 1991 and the old particulars as from 1st October 1990.

These regulations prescribe three new annual return forms for use in relation to 1990 and subsequent years as from 1st October 1990. These are forms 363a, 363b and 363s. Form 363a is a blank form. Forms 363b and 363s are forms which will be provided to companies by the relevant Registrar of Companies, already partly completed from the Registrar’s records. Companies will be able to return them amended and completed as necessary.

Companies will also be able to use forms 363b and 363s to notify a change of registered office, as the Regulations prescribe these forms for the purposes of new section 287(2) of the Companies Act 1985 (as substituted by the Companies Act 1989). In addition companies will be able to use form 363s to notify the resignation etc of a director or secretary and changes in the particulars of existing directors and secretaries, but not the appointment of new directors or secretaries. This is because form 363s is prescribed by the Regulations for the purposes of section 288(2) of the 1985 Act, except for the purpose of notifying a new appointment. For this purpose a form 288, as prescribed by these Regulations, will still have to be used.

The Regulations also permit particulars of directors to be given in an annual return in form 363s by giving them a form 288 annexed to it. This is because the Regulations prescribe the new form 288 for the purposes of section 363(2) of the 1985 Act (as substituted by the 1989 Act) to the extent that it gives information required by section 364(1)(d) to (f) of the 1985 Act (as substituted by the 1989 Act).

The Regulations prescribe the classification scheme for giving a company’s type in its annual return, as required by section 364(1)(b) of the 1985 Act (as substituted by the 1989 Act). They also prescribe the system of classifying business activities for the purposes of section 364(1)(b) of the 1985 Act (as substituted by the 1989 Act) which requires a company to give its principal business activities in its annual return. The system prescribed for this purpose is the VAT Trade Classification, plus three extra codes. Copies of the VAT Trade Classification are available from local VAT Enquiry Offices free of charge.

The present annual return form is revoked as from 1st October 1990, except that it may continue to be used after that date in respect of years up to and including 1990 under the transitional and saving provisions contained in section 139(2) of the 1989 Act and articles 4 and 5 of the Companies Act 1989 (Commencement No. 7 and Transitional and Saving Provisions) Order 1990.

Footnotes

[^f00001]: 1985 c. 6

[^f00002]: 1989 c. 40

[^f00003]: S.I. 1985/854

[^f00004]: VAT 41.

[^f00005]: S.I. 1990/1707